THE LAWYERLESS ACQUISITION

Size: px
Start display at page:

Download "THE LAWYERLESS ACQUISITION"

Transcription

1 From PLI s Course Handbook Acquiring or Selling the Privately Held Company 2009 # THE LAWYERLESS ACQUISITION John F. Seegal Orrick, Herrington & Sutcliff LLP Reprinted from the PLI Course Handbook, Acquiring or Selling the Privately Held Company 2008 (Order # 14894)

2 Table of Contents ARTICLE I SALE OF ASSETS AND ASSUMPTION OF LIABILITIES SECTION 1.01 Sale of Assets a. Purchased Assets b. Excluded Assets SECTION 1.02 Assumption of Liabilities a. Assumed Liabilities b. Excluded Liabilities SECTION 1.03 Closing SECTION 1.04 The Purchase Price a. Determination of Purchase Price b. Payment of Purchase Price SECTION 1.05 Allocation of Purchase Price SECTION 1.06 Further Cooperation ARTICLE II REPRESENTATIONS AND WARRANTIES SECTION 2.01 Representations and Warranties of Seller a. Organization b. Binding Obligation c. Purchased Assets d. Title to Personal Property e. Real Property f. Contracts g. Litigation h. Absence of Changes or Events i. Compliance with Laws j. No Broker s or Finder s Fees k. Employee Benefit Plans l. Environmental Matters m. Financial Statements n. Taxes SECTION 2.02 Representations and Warranties of Buyer a. Organization b. Binding Obligation ARTICLE III COVENANTS RELATING TO CONDUCT OF BUSINESS SECTION 3.01 Covenants of Seller a. Ordinary Course b. No Other Bids

3 ARTICLE IV ADDITIONAL AGREEMENTS SECTION 4.01 Access to Information SECTION 4.02 Expenses SECTION 4.03 Press Releases ARTICLE V CONDITIONS PRECEDENT SECTION 5.01 Conditions to Each Party s Obligation a. Approvals b. Legal Action SECTION 5.02 Conditions of Obligations of Buyer a. Representations and Warranties b. Performance of Obligations of Seller c. No Material Adverse Change d. Consents and Actions e. Closing Deliveries f. Release of Security Interests SECTION 5.03 Conditions of Obligation of Seller a. Representations and Warranties b. Performance of Obligations of Buyer c. Consents and Actions d. Other Documents ARTICLE VI INDEMNIFICATION SECTION 6.01 Buyer Claims SECTION 6.02 Seller Claims SECTION 6.03 Notice of Claim SECTION 6.04 Defense of Third Party Claims ARTICLE VII TERMINATION, AMENDMENT AND WAIVER SECTION 7.01 Termination SECTION 7.02 Amendment ARTICLE VIII LABOR AND EMPLOYMENT MATTERS SECTION 8.01 Buyer s Employment Decisions ARTICLE IX GENERAL PROVISIONS SECTION 9.01 Survival of Representations, Warranties and Agreements SECTION 9.02 Sales Taxes SECTION 9.03 Counterparts SECTION 9.04 Governing Law

4 Attached hereto as Exhibit A is a short-form asset purchase agreement sometimes referred to as a lawyerless acquisition agreement. This type of agreement may be appropriate for use in acquisition transactions in which the buyer has made an informed decision that it is prepared to give up the protections and other benefits inherent in a traditional longform buyer-oriented purchase agreement in order to obtain the commercial advantages (e.g., minimizing involvement by seller s lawyers, accelerating the negotiation process, responding to the needs articulated by the seller, reducing legal expense). Attached hereto as Exhibit B is an explanatory letter to the buyer-client explaining the risks inherent in utilization of the short form purchase agreement and providing the client with the information that it will need in order to make an informed decision as to how to proceed. As a general rule, this type of acquisition agreement is most appropriate in situations in which all or most of the following circumstances are present: 1. The size of the acquisition is small. 2. The target company is well-known to the buyer. 3. The buyer has a high regard for the integrity of the management and principal stockholders of the target company. 4. The buyer-client is relatively sophisticated. 5. The target company has exhibited a willingness to proceed without heavy reliance on lawyers. 6. The buyer-client has a desire to minimize lawyer involvement

5 478

6 EXHIBIT B February, 2001 VIA FEDERAL EXPRESS Mr. Theodore T. Tightwad Chief Executive Officer Cheapo Products, Inc. 500 Easy Street Nirvana, NY Re: Acquisition of Smallco Dear Theo: Enclosed herewith for review by you is a preliminary draft of the Asset Purchase Agreement relating to the above-referenced acquisition. In light of your desire to minimize costs and achieve your target of $10,000 in fees, I have stripped the enclosed draft of a number of provisions which I would normally include. As we have previously discussed, the stripping out of these provisions should reduce the amount of negotiations which would otherwise be required, thereby reducing costs. At the same time, however, it is important for you to understand that as a result of the elimination of these provisions, Cheapo would be foregoing certain protections which it would otherwise be likely to achieve through negotiation. The principal provisions which have been stripped out are as follows: 1. The representations (Article 2) have been abbreviated and certain customary representations (e.g., inventories, licenses, condition of equipment, trademarks and intellectual property) have been omitted. 2. The structure of Article 2 has been simplified so as to reduce the amount of information which the seller will have to supply by way of disclosure schedules. 3. Explicit indemnification provisions (which would strengthen the protections available to Cheapo for disputes which arise after the 7 479

7 closing, but are typically the subject of heated negotiations) have been abbreviated (Article 6) and could if you wish even be deleted. 4. Various provisions which are designed to clarify the agreement and avoid ambiguities (notices, interpretation, assignment, attorneys fees) have been deleted. 5. References to title insurance have been deleted. 6. Language emphasizing the breadth of the assets being acquired (Section 1.01) has been omitted. 7. Language specifying the assets to be acquired (Section 1.01) has been omitted. 8. The requirement that seller s counsel deliver a legal opinion as a condition of closing has been omitted. Before approving the use of this form, you should plan to call me so that we can make sure that we are making the right tradeoff between risk avoidance and cost minimization. In addition, as you proceed towards the closing of the acquisition, you and your team should take principal responsibility for the following: 1. Since the enclosed form of acquisition agreement has been stripped of many of the customary provisions relating to real estate, you should be sure that each of the leases that you are negotiating with the seller - and each of the leases which Cheapo is assuming - contains within it any and all real property protections which are needed. 2. Since the enclosed form has been stripped of detailed language regarding the assets to be acquired, you and your team should go to extra lengths to be sure that the schedules to the agreement which list the assets being acquired are specific and complete and, in this connection, should probably plan to allow us to review the schedules prior to their initial delivery to the seller. 3. Because of the potential for liability to creditors of the seller, you should ask the seller to direct its lawyer to provide a written memorandum setting forth the applicability or nonapplicability of the New York Bulk Sales Law; if the New York Bulk Sales Law is applicable, you should attempt to minimize costs by asking the seller to direct 480 8

8 that its lawyer take responsibility for assuring that the requisite filings are made and the required notices are given. 4. In order to minimize lawyers time, you should attempt to maximize principal to principal negotiations and minimize (or preferably eliminate) lawyer to lawyer negotiations. Sincerely yours, Enc. John F. Seegal 9 481

9 482

10 EXHIBIT A AGREEMENT OF PURCHASE AND SALE Dated as of February, 2001 between ANXIOUS SELLER CORPORATION and AGGRESSIVE BUYER CORPORATION

11 THIS AGREEMENT OF PURCHASE AND SALE is entered into as of February, 2001, by and among AGGRESSIVE BUYER CORPO- RATION ( Buyer ), and ANXIOUS SELLER CORPORATION ( Seller ). ARTICLE I SALE OF ASSETS AND ASSUMPTION OF LIABILITIES SECTION 1.01 Sale of Assets a. Purchased Assets At the Closing (as defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer and Buyer shall accept and purchase all of Seller s right, title and interest in and to all of the assets, properties and rights of Seller existing at the close of business on the day of the Closing and reflected in the Schedule of Purchased Assets attached hereto and labelled Schedule 1.01(a), together with all assets, properties and rights acquired by Seller of a similar nature since the date of said Schedule, less such assets, properties and rights as may have been disposed of since said date in the ordinary course of business. b. Excluded Assets The foregoing notwithstanding, Buyer shall not purchase, and Seller shall not be deemed to sell, those assets which are listed in the Schedule of Excluded Assets attached hereto and labeled Schedule 1.01(b). SECTION 1.02 Assumption of Liabilities a. Assumed Liabilities As of the Closing Date, Buyer shall undertake, assume, and agree to perform, and otherwise pay, satisfy and discharge as of the Closing the liability upon only those contracts or agreements, if any, designated by Buyer and listed in Schedule 1.02(a) (the Assumed Liabilities ). b. Excluded Liabilities Buyer shall not assume, nor does Buyer agree to pay, any debts, liabilities or obligations not specifically described in Section 1.02(a) hereof, including any federal, state or local taxes of Seller on or measured by income, gross receipts or payroll, whether for the

12 period ending as of the Closing Date or any other period or penalties or interest relating thereto, or any other taxes of Seller of any kind or nature or penalties or interest relating thereto. All such liabilities shall be the responsibility of Seller, and Seller agrees to indemnify and hold Buyer harmless against any such liabilities, debts, obligations, claims or damages therefrom (including incidental and consequential damages), costs and expenses. SECTION 1.03 Closing The closing of the purchase and sale of the Purchased Assets (the Closing ) will take place on or before, 2001 (the Closing Date ), at the offices of,, California, unless another date or place is agreed to in writing by the parties hereto. SECTION 1.04 The Purchase Price a. Determination of Purchase Price For purposes hereof the Purchase Price shall be equal to $. b. Payment of Purchase Price The Purchase Price shall be paid in installments as follows: $ at the Closing (the Closing Payment ); and the balance to be paid within days after. SECTION 1.05 Allocation of Purchase Price The Purchase Price shall be allocated pursuant to a schedule to be furnished to Seller by Buyer prior to Closing, or as soon as practicable after Closing. SECTION 1.06 Further Cooperation From time to time after the Closing, Seller at Buyer s request and without further consideration, agrees to execute and deliver or to cause to be executed and delivered such other instruments of transfer as Buyer may reasonably request to transfer to Buyer more effectively the right, title and interest in or to the Purchased Assets and to take or cause to be taken such further or other action as may reasonably be necessary or appropriate in order to effectuate the transactions contemplated by this Agreement

13 SECTION 2.01 ARTICLE II REPRESENTATIONS AND WARRANTIES Representations and Warranties of Seller Seller represents and warrants to, and agrees with, Buyer as follows: a. Organization Seller is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. b. Binding Obligation Seller has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and to carry out the transactions contemplated hereby. The Board of Directors of Seller have duly authorized the execution and delivery of this Agreement and the other transactions contemplated hereby and, no other corporate proceedings on the part of Seller are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding obligation of Seller enforceable in accordance with its terms. The execution, delivery and performance by Seller of this Agreement does not and will not conflict with, or result in any violation of or default under, any provision of the Articles of Incorporation or Bylaws of Seller or ordinance, rule, regulation, judgment, order, decree, agreement, instrument or license applicable to Seller or to any of its respective properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to Seller in connection with its execution, delivery or performance of this Agreement. c. Purchased Assets Except for assets disposed of in the ordinary course of business and Excluded Assets, the Purchased Assets consist of all assets which have been used by Seller since January 1, d. Title to Personal Property Except as set forth in Schedule 2.01(d), Seller has good and marketable title to all of the personal property included in the Purchased Assets, in each case free and clear of all mortgages, liens, security

14 interests, pledges, charges or encumbrances of any nature whatsoever. e. Real Property Seller owns no real property. Schedule 2.01(e) includes a complete list of the only real property leased by Seller ( Leased Real Property ). Except as set forth on Schedule 2.01(e), Seller has a valid leasehold interest in the Leased Real Property, and Seller will deliver to Buyer at Closing, documentation satisfactory to Buyer, confirming that such lease is in full force and effect and that Seller s leasehold interest will be transferred to Buyer at Closing, without any penalty or condition not acceptable to Buyer. f. Contracts Except as described in Schedule 2.01(f), Seller is not a party to or bound by any lease, agreement, contract or other commitment which involves the payment or receipt of more than $10,000 per year or is not cancelable by Seller on less than 60 days notice (collectively, the Contracts ). Each Contract is a valid and binding obligation of Seller and is in full force and effect. Seller has performed all material obligations required to be performed by it to date under the Contracts. All Contracts are in the name of Seller, and all Contracts included in the Assumed Liabilities will be effectively transferred to Buyer at the time of the Closing. g. Litigation There are no lawsuits, claims, proceedings or investigations pending or, to the best knowledge of Seller, threatened by or against or affecting Seller or any of its properties, assets, operations or business which could adversely way affect the transactions contemplated by this Agreement or Buyer s right to utilize the Purchased Assets. h. Absence of Changes or Events Since December 31, 2000, the business of Seller has been operated in the ordinary course and there has not been any material adverse change in the financial condition, results of operations, business, assets or prospects of Seller or the value or condition of the Purchased Assets

15 i. Compliance with Laws Seller is not in violation with respect to its operation of the Purchased Assets of any law, order, ordinance, rule or regulation of any governmental authority. j. No Broker s or Finder s Fees No agent, broker, investment banker, person or firm acting on behalf of Seller is or will be entitled to any broker s or finder s fee or any other commission or similar fee in connection with any of the transactions contemplated herein. k. Employee Benefit Plans There are no plans of Seller in effect for pension, profit sharing, deferred compensation, severance pay, bonuses, stock options, stock purchases, or any other form of retirement or deferred benefit, or for any health, accident or other welfare plan, as to which Buyer will become liable as a result of the transactions contemplated hereby. l. Environmental Matters There have been no private or governmental claims, citations, complaints, notices of violation or letters made, issued to or threatened against Seller by any governmental entity or private or other party for the impairment or diminution of, or damage, injury or other adverse effects to, the environment or public health resulting, in whole or in part, from the ownership, use or operation of any of Seller s facilities (whether owned or leased) which will be occupied or operated by Buyer as a result of the transactions contemplated hereby (the Property ). Seller has duly complied with, and, to the best of Seller s knowledge, the Property is in compliance with, the provisions of all federal, state and local environmental, health and safety laws, codes and ordinances and all rules and regulations promulgated thereunder. Seller has provided Buyer with true, accurate and complete copies of any written information in the possession of Seller which pertains to the environmental history of the Property. Seller shall also promptly furnish to Buyer true, accurate and complete copies of any sampling and test results which may be obtained by Seller prior to the Closing from all environmental and/or health samples and tests taken at and around the Property

16 m. Financial Statements Seller has delivered to Buyer the balance sheet of the Company at December 31, 2000, and the related statements of income for the 12 month period then ended. Such financial statements, including the notes thereto, are in accordance with the books and records of Seller, have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby and present fairly the financial position and the results of operations of Seller as of the dates and for the periods indicated. On or before the Closing, Seller shall deliver to Buyer monthly financial statements in a form reasonably satisfactory to Buyer for all monthly periods after December 31, 2000 for which financial information is available, which financial statements shall be prepared on a consistent basis with the financial statements described above. n. Taxes There are no taxes on or measured by income or gross receipts or franchise, real and personal property, employment, excise, sales and use or other taxes of any kind properly attributable to periods up to and including the Closing for which Buyer could be held liable which have not been or will not be paid by Seller. SECTION 2.02 Representations and Warranties of Buyer Buyer represents and warrants to, and agrees with, Seller as follows: a. Organization Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of California. b. Binding Obligation Buyer has all requisite corporate power and authority to enter into and perform its obligations under this Agreement. All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, delivery and performance by Buyer of this Agreement and the transactions contemplated hereby, have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. The execution, delivery and performance by Buyer of this Agreement does not and will not conflict with, or result in any violation of,

17 any provision of the Articles of Incorporation or Bylaws of Buyer, or any provision of any law, ordinance, rule, regulation, judgment, order, decree, agreement, instrument or license applicable to Buyer or to its property or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect to Buyer in connection with its execution, delivery or performance of this Agreement. 490 ARTICLE III COVENANTS RELATING TO CONDUCT OF BUSINESS SECTION 3.01 Covenants of Seller During the period from the date of this Agreement and continuing until the Closing, Seller agrees (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consent in writing) that: a. Ordinary Course It shall carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired as a result of the transactions contemplated hereby. b. No Other Bids Neither Seller nor any of its affiliates shall, nor shall they authorize any officer, director or employee of or any investment banker, attorney, accountant or other representative retained by any of them to, solicit or encourage (including by way of furnishing information or entering into discussions or negotiations of any kind) any inquiries or the making of any proposal which may reasonably be expected to lead to any takeover proposal. As used in this paragraph, takeover proposal shall mean any proposal for a merger or other business combination involving Seller or for the acquisition of a 18

18 substantial equity interest in Seller or all or a portion of the Purchased Assets other than the transactions contemplated by this Agreement. SECTION 4.01 ARTICLE IV ADDITIONAL AGREEMENTS Access to Information Seller shall afford to Buyer and to Buyer s accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Closing to all its books and records, and, during such period, Seller shall furnish promptly to Buyer all information concerning its business, properties and personnel as Buyer may reasonably request. Buyer will hold such information in confidence until such time as such information otherwise becomes publicly available and in the event of termination of this Agreement for any reason Buyer shall promptly return, or cause to be returned, to Seller all nonpublic documents obtained from Seller which it would not otherwise have been entitled to obtain; and shall not, in any manner, utilize any such information for Buyer s benefit or in any manner harmful to Seller. SECTION 4.02 Expenses Whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred by Buyer or Seller in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs. SECTION 4.03 Press Releases None of the parties hereto shall issue a press release or other publicity announcing the sale of the Purchased Assets or any other aspect of the transactions contemplated hereby without the prior written approval of the other party, unless such disclosure is required by applicable law

19 492 SECTION 5.01 ARTICLE V CONDITIONS PRECEDENT Conditions to Each Party s Obligation The respective obligation of each party hereunder shall be subject to the satisfaction prior to the Closing Date of the following conditions: a. Approvals All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any Governmental Entity necessary for the consummation of the transactions contemplated by this Agreement shall have been filed, occurred or been obtained. b. Legal Action No action, suit or proceeding shall have been instituted or threatened before any court or governmental body seeking to challenge or restrain the transactions contemplated hereby. SECTION 5.02 Conditions of Obligations of Buyer The obligations of Buyer to effect the transactions contemplated hereby are subject to the satisfaction of the following conditions unless waived by Buyer: a. Representations and Warranties The representations and warranties of Seller set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, and Buyer shall have received a certificate signed by the chief executive officer of Seller to such effect. b. Performance of Obligations of Seller Seller shall have performed all obligations required to be performed by it under this Agreement prior to the Closing Date, and Buyer shall have received a certificate signed by the chief financial officer of Seller to such effect. c. No Material Adverse Change [Since, there shall have been no material adverse change in the financial condition, results of operations, business or assets of Seller.] 20

20 d. Consents and Actions All requisite consents of any third parties to the transactions contemplated by this Agreement shall have been obtained. e. Closing Deliveries Seller shall deliver, or cause to be delivered, to Buyer at or prior to the Closing the following documents: (i) (ii) Such certificates, executed by officers of Seller, as Buyer may reasonably request. Consents executed by all necessary parties to permit Buyer to assume Seller s interest in any contracts acquired among the Purchased Assets. (iii) Such documents as may be required to convey all of Seller s right, title and interest in all personal property included in the Purchased Assets. (iv) Such other documents, instruments or certificates as shall be reasonably requested by Buyer or its counsel. f. Release of Security Interests [Provision satisfactory to Buyer shall have been made for the release of any security interests which encumber any of the Purchased Assets.] SECTION 5.03 Conditions of Obligation of Seller The obligations of Seller to effect the transactions contemplated hereby are subject to the satisfaction of the following conditions unless waived by Seller: a. Representations and Warranties The representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, and Seller shall have received a certificate signed by the chief executive officer and by the chief financial officer of Buyer to such effect. b. Performance of Obligations of Buyer Buyer shall have performed all obligations required to be performed by it under this Agreement prior to the Closing Date, and

21 Seller shall have received a certificate signed by the chief executive officer and by the chief financial officer of Buyer to such effect. c. Consents and Actions All requisite consents of any third parties or governmental agencies to the transactions contemplated hereby shall have been obtained. d. Other Documents Seller shall have received such other documents, instruments or certificates as shall be reasonably requested by Seller or its counsel. 494 ARTICLE VI INDEMNIFICATION SECTION 6.01 Buyer Claims Except as hereinafter set forth, Seller shall indemnify and hold harmless Buyer and its successors and assigns and its and their respective officers, directors, shareholders, employees and agents, against, and in respect of, any and all damages, claims, losses, liabilities and expenses, including, without limitation, reasonable legal, accounting and other expenses, which may arise out of any misrepresentation or other breach or violation of this Agreement by Seller; provided however, that the aggregate of all claims subject to indemnification hereunder by Seller shall not exceed $1,000,000, and provided, further, that Buyer shall be entitled to indemnification hereunder only when the aggregate of all such claims (excluding for this purpose legal, accounting and other expenses) exceeds $100,000, and only with respect to amounts by which the aggregate of all such claims exceeds $100,000. SECTION 6.02 Seller Claims Except as hereinafter set forth, Buyer shall indemnify and hold harmless Seller and its successors and assigns and its and their respective officers, directors, shareholders, employees and agents, against, and in respect of, any and all damages, claims, losses, liabilities and expenses, including, without limitation, reasonable legal, accounting and other expenses, which may arise out of any misrepresentation or other breach or violation of this Agreement by Buyer; provided however, that the aggregate of all claims subject to indemnification hereunder by Buyer shall not exceed $1,000,000, and provided, further, that 22

22 Seller shall be entitled to indemnification hereunder only when, and only with respect to amounts by which, the aggregate of all such claims (excluding for this purpose legal, accounting and other expenses) exceeds $100,000, and only with respect to amounts by which the aggregate of all such claims exceeds $100,000. SECTION 6.03 Notice of Claim Upon obtaining knowledge thereof, the party to be indemnified (the Indemnified Party ) shall promptly notify the party which is required to provide indemnification (the Indemnifying Party ) in writing of any damage, claim, loss, liability or expense which the Indemnified Party has determined has given rise or could give rise to a claim under this Article VI (such written notice being hereinafter referred to as a Notice of Claim ). A Notice of Claim shall contain a brief description of the nature and estimated amount of any such claim giving rise to a right of indemnification. SECTION 6.04 Defense of Third Party Claims With respect to any claim or demand set forth in a Notice of Claim relating to a third party claim, the Indemnifying Party may defend, in good faith and at its expense, any such claim or demand, and the Indemnified Party, at its expense, shall have the right to participate in the defense of any such third party claim. So long as the Indemnifying Party is defending in good faith any such third party claim, the Indemnified Party shall not settle or compromise such third party claim. If the Indemnifying Party does not so elect to defend any such third party claim, the Indemnified Party shall have no obligation to do so. ARTICLE VII TERMINATION, AMENDMENT AND WAIVER SECTION 7.01 Termination This Agreement may be terminated at any time prior to the Closing: (a) (b) by mutual consent of Buyer and Seller; by either Buyer or Seller if there has been a material misrepresentation or breach of covenant or agreement contained in this Agreement on the part of the other and such breach of a covenant or agreement has not been promptly cured;

23 (c) (d) by Buyer if any of the conditions set forth in Sections 5.01 and 5.02 shall not have been satisfied before May 31, 2001 or such later date as Buyer and Seller shall mutually agree in writing; by Seller if any of the conditions set forth in Section 5.03 or shall not have been satisfied before May 31, 2001 or such later date as Buyer and Seller shall mutually agree in writing. SECTION 7.02 Amendment This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. ARTICLE VIII LABOR AND EMPLOYMENT MATTERS SECTION 8.01 Buyer s Employment Decisions Buyer agrees to offer employment to all persons who are employed by Seller immediately prior to Closing. ARTICLE IX GENERAL PROVISIONS SECTION 9.01 Survival of Representations, Warranties and Agreements All representations, warranties and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing until the expiration of three years from the Closing Date, and, thereafter, to the extent a claim is made prior to such expiration with respect to any breach of such representation, warranty or agreement, until such claim is finally determined or settled. SECTION 9.02 Sales Taxes All sales and use taxes, if any, due under the laws of any state, any local government authority, or the federal government of the United States, in connection with the purchase and sale of the Purchased Assets shall be paid by Buyer

24 SECTION 9.03 Counterparts This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart. SECTION 9.04 Governing Law This Agreement shall be governed in all respects, including validity, interpretation and effect, by the internal laws of the State of California

25 IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of the date first written above. ANXIOUS SELLER CORPORATION By AGGRESSIVE BUYER CORPORATION By

26 NOTES 499

27 500 NOTES

GENERAL ASSIGNMENT RECITALS

GENERAL ASSIGNMENT RECITALS GENERAL ASSIGNMENT This General Assignment (the General Assignment ) is made as of the 6th day of December, 2016, by Pebble Industries, Inc., a Delaware corporation, with offices at 900 Middlefield Road,

More information

GENERAL ASSIGNMENT RECITALS

GENERAL ASSIGNMENT RECITALS GENERAL ASSIGNMENT This General Assignment is made as of the 30th day of April, 2018, by Bluesmart Inc., a Delaware corporation, with offices at 729 Minna Street, San Francisco, CA 94103, hereinafter referred

More information

NOTICE OF REGULATED WATER UTILITY SALE, TRANSFER, OR MERGER

NOTICE OF REGULATED WATER UTILITY SALE, TRANSFER, OR MERGER NOTICE OF REGULATED WATER UTILITY SALE, TRANSFER, OR MERGER 11/03/17 Squaw Creek Canyon Development PO Box 760 Sisters, OR 97759 Telephone: 541-549-6261 Emergency: 541-771-6162 Squaw Creek Canyon Development

More information

AMENDED FINAL PURCHASE AND SALE AGREEMENT

AMENDED FINAL PURCHASE AND SALE AGREEMENT AMENDED FINAL PURCHASE AND SALE AGREEMENT THIS PURCHASE AGREEMENT (the Agreement ) is dated for reference the 6th day of September, 2012 (the Effective Date ) and supersedes all other agreements made between

More information

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT January 2008 ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT, dated as of, 200_, between Emptor Corporation, a Delaware corporation ( Buyer ), and Seller Company, Inc., a Delaware corporation ( Seller

More information

BUSINESS PURCHASE AGREEMENT

BUSINESS PURCHASE AGREEMENT State of California BUSINESS PURCHASE AGREEMENT Rev. 133C6AE This Business Purchase Agreement (this Agreement ) is entered into as of the 19 day of January, 2018 (the Effective Date ) by and between DOROTHY

More information

SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):

More information

Asset Purchase Agreement or Bulk Sale Agreement

Asset Purchase Agreement or Bulk Sale Agreement Asset Purchase Agreement or Bulk Sale Agreement This Asset Purchase Agreement or Bulk Sales Agreement (the "Agreement") is made and effective on (Date), by and between ("Seller") (Name & Address) and ("Buyer").

More information

Appendix B. KAAPA Ethanol, L.L.C. Membership Unit Redemption Agreement

Appendix B. KAAPA Ethanol, L.L.C. Membership Unit Redemption Agreement Appendix B KAAPA Ethanol, L.L.C. Membership Unit Redemption Agreement This Membership Unit Redemption Agreement ("Agreement") is entered into as of this day of, 20 by and between (whether one or more referred

More information

REAL ESTATE PURCHASE AND SALE CONTRACT

REAL ESTATE PURCHASE AND SALE CONTRACT REAL ESTATE PURCHASE AND SALE CONTRACT THIS REAL ESTATE PURCHASE AND SALE CONTRACT, is made and entered into as of the day of 2010, by and between (Seller) HPJ Properties, LLC and ("Buyer") WHEREAS, Seller

More information

COMMERICAL PURCHASE AGREEMENT

COMMERICAL PURCHASE AGREEMENT COMMERICAL PURCHASE AGREEMENT Each commercial transaction is different. This form may not address your specific purpose. This is a legally binding document. If not understood, seek competent advice before

More information

REGULATORY AND RESTRICTIVE COVENANTS FOR LAND USE AGREEMENT

REGULATORY AND RESTRICTIVE COVENANTS FOR LAND USE AGREEMENT LIHTCP-8 WVHDF (7/14/05) REGULATORY AND RESTRICTIVE COVENANTS FOR LAND USE AGREEMENT Low-Income Housing Tax Credit Program West Virginia Housing Development Fund APPENDIX F THIS REGULATORY AND RESTRICTIVE

More information

KEY REALTY LLC OF NEVADA

KEY REALTY LLC OF NEVADA KEY REALTY LLC OF NEVADA ASSET PURCHASE CONTRACT THIS ASSET PURCHASE AGREEMENT is made this day of,, by and between [Seller or Business], ("Seller"), and ("Buyer"). RECITALS: WHEREAS, ("[Seller]") operates

More information

Projects Unlimited, Inc. PURCHASE ORDER TERMS AND CONDITIONS September 15, 2013

Projects Unlimited, Inc. PURCHASE ORDER TERMS AND CONDITIONS September 15, 2013 Projects Unlimited, Inc. PURCHASE ORDER TERMS AND CONDITIONS September 15, 2013 1. Parties; Items. Projects Unlimited, Inc.- will be referred to as "Purchaser" and the person or company indicated on the

More information

CONSTRUCTION AGENCY AGREEMENT. dated as of March 1, between. BA LEASING BSC, LLC, as Lessor, and

CONSTRUCTION AGENCY AGREEMENT. dated as of March 1, between. BA LEASING BSC, LLC, as Lessor, and EX-10.1 2 nsconstructionagmt-030519.htm CONSTRUCTION AGENCY AGREEMENT EXECUTION VERSION CONSTRUCTION AGENCY AGREEMENT dated as of March 1, 2019 between BA LEASING BSC, LLC, as Lessor, and NORFOLK SOUTHERN

More information

VIRGINIA ASSOCIATION OF REALTORS Commercial Purchase Agreement

VIRGINIA ASSOCIATION OF REALTORS Commercial Purchase Agreement VIRGINIA ASSOCIATION OF REALTORS Commercial Purchase Agreement Each commercial transaction is different. This form may not address your specific purpose. This is a legally binding document. If not understood,

More information

CSA #9 NORTHBRIDGE, CALIFORNIA, as Seller. and. CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY, as Purchaser PURCHASE AND SALE AGREEMENT

CSA #9 NORTHBRIDGE, CALIFORNIA, as Seller. and. CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY, as Purchaser PURCHASE AND SALE AGREEMENT CSA #9 NORTHBRIDGE, CALIFORNIA, as Seller and CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY, as Purchaser PURCHASE AND SALE AGREEMENT Dated as of November 1, 2009 E-1 TABLE OF CONTENTS Page 1.

More information

PAYMENT IN LIEU OF TAXES AGREEMENT

PAYMENT IN LIEU OF TAXES AGREEMENT PAYMENT IN LIEU OF TAXES AGREEMENT THIS AGREEMENT is made and entered into this the day of, 2014, by and among MOUNDSVILLE POWER, LLC, a Delaware limited liability company ( Moundsville Power ), THE COUNTY

More information

PURCHASE AND SALE AGREEMENT

PURCHASE AND SALE AGREEMENT PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this Agreement ) made and entered into as of the day of, 2017 (the Effective Date ), by and between the Greenville County Library System (the

More information

CONTRACT TO BUY AND SELL REAL ESTATE

CONTRACT TO BUY AND SELL REAL ESTATE CONTRACT TO BUY AND SELL REAL ESTATE THIS CONTRACT TO BUY AND SELL REAL ESTATE ( Contract ) is made and entered into as of April 9, 2018 (the Effective Date ) by and between the City of Pueblo, Colorado,

More information

OFFER TO PURCHASE AND CONTRACT

OFFER TO PURCHASE AND CONTRACT 1 NORTH CAROLINA WAKE COUNTY OFFER TO PURCHASE AND CONTRACT WHEREAS, ( Buyer ) hereby agrees to purchase and Wake County Board of Education ( Seller ) hereby agrees to convey a parcel of land at,,, being

More information

Broker Download DATA ACCESS AGREEMENT

Broker Download DATA ACCESS AGREEMENT Broker Download DATA ACCESS AGREEMENT Smart MLS, Inc 860 North Main Street Ext. Wallingford, CT 06492 203-697-1006 203-697-1064 (fax) SmartMLS.com Data Access Agreement v1.0 1 BROKER DOWNLOAD DATA ACCESS

More information

1 AGREEMENT FOR SALE AND PURCHASE OF REAL ESTATE

1 AGREEMENT FOR SALE AND PURCHASE OF REAL ESTATE 1 AGREEMENT FOR SALE AND PURCHASE OF REAL ESTATE THIS AGREEMENT FOR SALE AND PURCHASE OF REAL ESTATE (this "Agreement") is made on, 2017, between FIRST NATIONAL BANK OF PENNSYLVANIA, a national banking

More information

AUCTION REAL ESTATE SALES CONTRACT

AUCTION REAL ESTATE SALES CONTRACT STATE OF OHIO COUNTY OF OTTAWA BIDDER# AUCTION REAL ESTATE SALES CONTRACT THIS CONTRACT, made this the day of 2017, by and between CLEARWATER PRESERVE, LLC, ( Seller ) whose address is 1613 S DEFIANCE

More information

ASSET PURCHASE AGREEMENT. by and between

ASSET PURCHASE AGREEMENT. by and between ASSET PURCHASE AGREEMENT by and between DEVELOPMENT SPECIALISTS, INC., an Illinois Corporation Solely in Its Capacity as the Assignee for the Benefit of Creditors of Kagi, a California Corporation and

More information

ACCESS AND OPTION AGREEMENT TEMPLATE FOR REAL PROPERTY PARTNERSHIP PROJECTS

ACCESS AND OPTION AGREEMENT TEMPLATE FOR REAL PROPERTY PARTNERSHIP PROJECTS ACCESS AND OPTION AGREEMENT TEMPLATE FOR REAL PROPERTY PARTNERSHIP PROJECTS Appendix 3 This ACCESS AND OPTION AGREEMENT (this Agreement ) is entered into as of, 201 (the Execution Date ), by and between

More information

LEASE AGREEMENT. Dated as of April 1, between the. PUBLIC PROPERTY FINANCING CORPORATION OF CALIFORNIA as lessor. and the

LEASE AGREEMENT. Dated as of April 1, between the. PUBLIC PROPERTY FINANCING CORPORATION OF CALIFORNIA as lessor. and the TO BE RECORDED AND WHEN RECORDED RETURN TO: Lozano Smith, LLP One Capitol Mall, Suite 640 Sacramento, California 95814 Attention: Daniel M. Maruccia Lozano Smith, LLP Draft #2 3/3/2016 THIS TRANSACTION

More information

AGREEMENT FOR PURCHASE AND SALE OF ASSETS

AGREEMENT FOR PURCHASE AND SALE OF ASSETS AGREEMENT FOR PURCHASE AND SALE OF ASSETS This Agreement for Purchase and Sale of Assets (the Agreement ) is made December, 2014 (last date of person signing below) by and between Port Townsend Hospitality,

More information

ATM SPACE LEASE. C&C shall supply paper for transaction receipts at no charge.

ATM SPACE LEASE. C&C shall supply paper for transaction receipts at no charge. ATM SPACE LEASE THIS SPACE LEASE (hereinafter referred to as the Lease ) is made this day of,, ( Effective Date ) by and between ( Lessor ), a corporation, and CABE & CATO, INC., a Georgia Corporation

More information

ADDENDUM TO OFFER TO PURCHASE BETWEEN HOLIDAY LODGE OF WYEVILLE, INC., HOLIDAY LODGE R.V. PARK, INC. AND RAYMOND J.

ADDENDUM TO OFFER TO PURCHASE BETWEEN HOLIDAY LODGE OF WYEVILLE, INC., HOLIDAY LODGE R.V. PARK, INC. AND RAYMOND J. ADDENDUM TO OFFER TO PURCHASE BETWEEN HOLIDAY LODGE OF WYEVILLE, INC., HOLIDAY LODGE R.V. PARK, INC. AND RAYMOND J. REIDY AND NANCY J. REIDY AS TRUSTEES OF THE RAYMOND J. REIDY AND NANCY J. REIDY 2001

More information

Independent Contractor s Agreement

Independent Contractor s Agreement Independent Contractor s Agreement AGREEMENT made this day of between BHHS Florida Network Realty Referral Company, a corporation organized and existing under the laws of the State of FLORIDA (the Company

More information

AUCTION MARKETING AGREEMENT

AUCTION MARKETING AGREEMENT AUCTION MARKETING AGREEMENT This Auction Marketing Agreement (this Agreement ) shall be effective as of, 20 and is entered into by and among the following parties (jointly, the Parties ; individually,

More information

GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS. THE GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS (this

GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS. THE GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS (this GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS THE GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS (this "General Assignment") is made this 5 th day of October 2012, by and between EnerTech Environmental

More information

SITE LEASE. For all or a portion of the following Site:

SITE LEASE. For all or a portion of the following Site: SITE LEASE For all or a portion of the following Site: Project Ohlone Community College District 43600 Mission Boulevard Fremont, CA 94539 APN: 513-0742-001 and 513-0742-002 and 513-0742-003 By and between

More information

MEMORANDUM OF AGREEMENT FOR THE TRANSFER OF TITLE TO REAL PROPERTY City of Lompoc & Lompoc Healthcare District. Recitals

MEMORANDUM OF AGREEMENT FOR THE TRANSFER OF TITLE TO REAL PROPERTY City of Lompoc & Lompoc Healthcare District. Recitals MEMORANDUM OF AGREEMENT FOR THE TRANSFER OF TITLE TO REAL PROPERTY City of Lompoc & Lompoc Healthcare District Recitals A. Lompoc Healthcare District (hereinafter "LHD") is the owner of that land in Lompoc,

More information

TERMS AND CONDITIONS OF PURCHASE (T&C s)

TERMS AND CONDITIONS OF PURCHASE (T&C s) 1. Entire Agreement. None of the terms or conditions contained in this contract may be added to, modified, superseded or otherwise altered except by a written instrument signed by an officer of Applied

More information

DANAOS CORP. (Name of Issuer)

DANAOS CORP. (Name of Issuer) UNITED STATES SECURITIES AND EXCHANgE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* DANAOS CORP. (Name of Issuer) COMMON STOCk, $0.01 PAR

More information

The proposed Equity Investment terms are as outlined on Exhibit A attached hereto.

The proposed Equity Investment terms are as outlined on Exhibit A attached hereto. [Sponsor] [Address] [date], 2012 Re: Equity Investment [property] Dear [Principal]: This letter outlines the basic terms and conditions upon which Stage Capital, LLC (with its successors, Investor ), or

More information

THE INTRODUCING BROKER (IB) AGREEMENT

THE INTRODUCING BROKER (IB) AGREEMENT Western Group Inc. THE INTRODUCING BROKER (IB) AGREEMENT THIS AGREEMENT is made on the date indicated in the execution section of this agreement between the following parties: A. Western Group Inc. B.

More information

STANDARD MASTER ADDENDUM

STANDARD MASTER ADDENDUM Page 1 of 8 STANDARD MASTER ADDENDUM This Standard Master Addendum (hereinafter the SMA ) is entered into by the and (together referred to hereinafter as the Parties ) in conjunction with the Purchase

More information

CITY AND COUNTY OF BROOMFIELD SUBDIVISION IMPROVEMENT AGREEMENT FOR (PROPERTY NAME - ALL CAPS)

CITY AND COUNTY OF BROOMFIELD SUBDIVISION IMPROVEMENT AGREEMENT FOR (PROPERTY NAME - ALL CAPS) CITY AND COUNTY OF BROOMFIELD SUBDIVISION IMPROVEMENT AGREEMENT FOR (PROPERTY NAME - ALL CAPS) THIS AGREEMENT, made and entered into this day of, 20, by and between The CITY AND COUNTY OF BROOMFIELD, a

More information

VIRGINIA ASSOCIATION OF REALTORS EXCLUSIVE AUTHORIZATION TO SELL

VIRGINIA ASSOCIATION OF REALTORS EXCLUSIVE AUTHORIZATION TO SELL VIRGINIA ASSOCIATION OF REALTORS EXCLUSIVE AUTHORIZATION TO SELL OWNER AUTHORIZATION REGARDING INTERNET Internet advertising is one of the ways information concerning real property offered for sale is

More information

GLOUCESTER/SALEM COUNTIES BOARD OF REALTORS STANDARD FORM OF BROKER-SALESPERSON INDEPENDENT CONTRACTOR AGREEMENT

GLOUCESTER/SALEM COUNTIES BOARD OF REALTORS STANDARD FORM OF BROKER-SALESPERSON INDEPENDENT CONTRACTOR AGREEMENT 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 GLOUCESTER/SALEM COUNTIES BOARD OF REALTORS STANDARD

More information

EXHIBIT 8A Asset Purchase Agreement (Buyer s Perspective) H. DAVID HENKEN, ESQ. Goodwin Procter LLP, Boston

EXHIBIT 8A Asset Purchase Agreement (Buyer s Perspective) H. DAVID HENKEN, ESQ. Goodwin Procter LLP, Boston G 1 EXHIBIT 8A Asset Purchase Agreement (Buyer s Perspective) H. DAVID HENKEN, ESQ. Goodwin Procter LLP, Boston ASSET PURCHASE AGREEMENT 1 by and among as Buyer as Seller and Seller s Stockholders 2 [DATE]

More information

ACQUISITION AGREEMENT

ACQUISITION AGREEMENT Quint & Thimmig LLP ACQUISITION AGREEMENT by and between the CITY OF ALAMEDA, CALIFORNIA and CATELLUS ALAMEDA DEVELOPMENT, LLC dated as of 1, 2013 relating to: City of Alameda Community Facilities District

More information

MAINTENANCE AND INDEMNITY AGREEMENT PURSUANT TO SEAGATE VILLAGE COMMUNITY ASSOCIAITON S DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS

MAINTENANCE AND INDEMNITY AGREEMENT PURSUANT TO SEAGATE VILLAGE COMMUNITY ASSOCIAITON S DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Jeffrey A. French, Esq. (SBN 174968) GREEN BRYANT & FRENCH, LLP 402 W. Broadway, Suite 1950 San Diego, CA 92101 Telephone: (619) 239-7900 Fax No.: (619)

More information

EXCHANGE AGREEMENT R E C I T A L S

EXCHANGE AGREEMENT R E C I T A L S EXCHANGE AGREEMENT This Exchange Agreement (the Agreement ) is made and entered into by and between the LaVerkin Bench Canal Company, a not for profit corporation organized under the laws of Utah (the

More information

LEASE-LEASEBACK SUBLEASE AGREEMENT. Dated as of April 1, Between. Newark Unified School District. and. Environmental Systems, Inc.

LEASE-LEASEBACK SUBLEASE AGREEMENT. Dated as of April 1, Between. Newark Unified School District. and. Environmental Systems, Inc. LEASE-LEASEBACK SUBLEASE AGREEMENT Dated as of April 1, 2014 Between Newark Unified School District and Environmental Systems, Inc., Phase 1 District-Wide {SR134676.DOC} LEASE-LEASEBACK SUBLEASE AGREEMENT

More information

The parties, intending to be legally bound, hereby agree as follows:

The parties, intending to be legally bound, hereby agree as follows: Exhibit 2.4(c) Escrow Agreement ESCROW AGREEMENT This Escrow Agreement, dated as of, 199_ (the "Closing Date"), among, a corporation ("Buyer"),, an individual resident in, ("A"), and, an individual resident

More information

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT Exhibit 10.2 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this Agreement ) is made and entered into as of August 1, 2006, between Michael J. Gaughan ( Seller ), and Boyd Gaming Corporation,

More information

Subordination, Non-Disturbance and Attornment Agreements in Commercial Leasing and Real Estate Finance

Subordination, Non-Disturbance and Attornment Agreements in Commercial Leasing and Real Estate Finance Presenting a live 90-minute webinar with interactive Q&A Subordination, Non-Disturbance and Attornment Agreements in Commercial Leasing and Real Estate Finance Drafting and Negotiating SNDA Agreements

More information

AGREEMENT OF PURCHASE AND SALE. This Agreement of Purchase and Sale ( Agreement ( Agreement ), dated as of,is made by and between:

AGREEMENT OF PURCHASE AND SALE. This Agreement of Purchase and Sale ( Agreement ( Agreement ), dated as of,is made by and between: AGREEMENT OF PURCHASE AND SALE This Agreement of Purchase and Sale ( Agreement ( Agreement ), dated as of,is made by and between: ( Buyer ), whose address is, telephone number ( ), Fax No. ( ), and;, (

More information

located in the 14. City/Township of CLEARWATER, County of WRIGHT, 15. State of Minnesota, PID # (s) 16.

located in the 14. City/Township of CLEARWATER, County of WRIGHT, 15. State of Minnesota, PID # (s) 16. 2. BUYER (S): 3. 4. Buyer's earnest money in the amount of COMMERCIAL PURCHASE AGREEMENT This form approved by the Minnesota Association of REALTORS and the Minnesota Commercial Association of REALTORS,

More information

PURCHASE AND SALE AND ASSIGNMENT AGREEMENT [Germania Hall Participation Interest]

PURCHASE AND SALE AND ASSIGNMENT AGREEMENT [Germania Hall Participation Interest] PURCHASE AND SALE AND ASSIGNMENT AGREEMENT [Germania Hall Participation Interest] This Purchase and Sale and Assignment Agreement ( Agreement ) is entered into as of this day of, 201 7, by and between

More information

Equipment Lease Agreement Template

Equipment Lease Agreement Template Equipment Lease Agreement Template LESSOR; LESSEE; (insert name and address) (insert name and address) DATE: 1. LEASE: The lessor hereby agrees to lease to Lessee and the Lessee hereby agrees to take on

More information

ESCROW AGREEMENT. by and among HARBOR DEPARTMENT OF THE CITY OF LOS ANGELES. and. U.S. BANK NATIONAL ASSOCIATION, as Trustee and as Escrow Agent

ESCROW AGREEMENT. by and among HARBOR DEPARTMENT OF THE CITY OF LOS ANGELES. and. U.S. BANK NATIONAL ASSOCIATION, as Trustee and as Escrow Agent NP Draft 6/25/14 ESCROW AGREEMENT by and among HARBOR DEPARTMENT OF THE CITY OF LOS ANGELES and U.S. BANK NATIONAL ASSOCIATION, as Trustee and as Escrow Agent Dated 1, 2014 relating to: Harbor Department

More information

PURCHASE AND SALE AGREEMENT BY AND BETWEEN COUNTY OF CHESTERFIELD, VIRGINIA AND SPORTS COMPLEX HOLDINGS, LLC, a Georgia limited liability company

PURCHASE AND SALE AGREEMENT BY AND BETWEEN COUNTY OF CHESTERFIELD, VIRGINIA AND SPORTS COMPLEX HOLDINGS, LLC, a Georgia limited liability company PURCHASE AND SALE AGREEMENT BY AND BETWEEN COUNTY OF CHESTERFIELD, VIRGINIA AND SPORTS COMPLEX HOLDINGS, LLC, a Georgia limited liability company DATED AS OF October 25, 2016 TABLE OF CONTENTS 1. Definitions

More information

Terms and Conditions of Sales

Terms and Conditions of Sales Terms and Conditions of Sales 1. Governing Provisions. These Terms and Conditions of Sale ("Terms and Conditions") constitute an offer by ARCTIC SILVER, INC., Quotation, Acknowledgment or Invoice provided

More information

REAL ESTATE PURCHASE AGREEMENT

REAL ESTATE PURCHASE AGREEMENT REAL ESTATE PURCHASE AGREEMENT This Real Estate Purchase Agreement ( Agreement ) is made this day of, 2016 by and between the City of Arapahoe, Nebraska, a municipal corporation ( Seller ), and and, husband

More information

SITE LEASE. between. CITY OF WESTWOOD, KANSAS, as Site Lessor. and. SECURITY BANK OF KANSAS CITY, as Site Lessee

SITE LEASE. between. CITY OF WESTWOOD, KANSAS, as Site Lessor. and. SECURITY BANK OF KANSAS CITY, as Site Lessee Gilmore & Bell, P.C. Draft #2 March 7, 2014 SITE LEASE between CITY OF WESTWOOD, KANSAS, as Site Lessor and SECURITY BANK OF KANSAS CITY, as Site Lessee After Recording, return to: Nancy Midden Gilmore

More information

WHEREAS Aero operates a Manufacturing Facility (as defined below) located in McDonough, Georgia; and

WHEREAS Aero operates a Manufacturing Facility (as defined below) located in McDonough, Georgia; and ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this Agreement ) is made and entered into as of March, 2005 (the Contract Date ), by and among Aero Plastics, Inc., a Massachusetts Corporation ("Aero"

More information

[Letterhead of Landlord] OFFICE EXCLUSIVE RIGHT TO LEASE Version. [Date of agreement]

[Letterhead of Landlord] OFFICE EXCLUSIVE RIGHT TO LEASE Version. [Date of agreement] [Letterhead of Landlord] OFFICE EXCLUSIVE RIGHT TO LEASE Version [Date of agreement] [Name and address of broker] Re: [Insert address of subject space, including floor(s) if applicable] Gentlemen and Ladies:

More information

L/LB 1593 SITE LEASE Site Lease: Page 1 Mt. Diablo USD and North State Specialty Contracting, Inc.: CPHS Window Replacement Project

L/LB 1593 SITE LEASE Site Lease: Page 1 Mt. Diablo USD and North State Specialty Contracting, Inc.: CPHS Window Replacement Project SITE LEASE L/LB 1593 This site lease ( Site Lease ) dated as of January 28, 2013_ ( Effective Date ), is made and entered into by and between the Mt. Diablo Unified School District, a school district duly

More information

ESCROW AGREEMENT. Relating to the advance crossover refunding of the outstanding

ESCROW AGREEMENT. Relating to the advance crossover refunding of the outstanding ESCROW AGREEMENT Relating to the advance crossover refunding of the outstanding $11,998,678.35 aggregate denominational amount Piedmont Unified School District (Alameda County, California) General Obligation

More information

CONTRIBUTION AGREEMENT DATED AS OF, 2008 AMONG SELLING COMPANY LLC SELLING COMPANY TOO LLC [NEWCO] SC ACQUISITION CO. AND SCT ACQUISITION CO.

CONTRIBUTION AGREEMENT DATED AS OF, 2008 AMONG SELLING COMPANY LLC SELLING COMPANY TOO LLC [NEWCO] SC ACQUISITION CO. AND SCT ACQUISITION CO. DRAFT CONTRIBUTION AGREEMENT DATED AS OF, 2008 AMONG SELLING COMPANY LLC SELLING COMPANY TOO LLC [NEWCO] SC ACQUISITION CO. AND SCT ACQUISITION CO. CONTRIBUTION AGREEMENT This Contribution Agreement (this

More information

SOUTHPARK CITY HOMES TOWNHOME PURCHASE AND SALE AGREEMENT

SOUTHPARK CITY HOMES TOWNHOME PURCHASE AND SALE AGREEMENT SOUTHPARK CITY HOMES TOWNHOME PURCHASE AND SALE AGREEMENT SELLER: SARATOGA SOUTHPARK VENTURES, LLC PURCHASER: Address: ; Telephone: ( ) Mobile: AGREEMENT DATE: (Per Signature Page Below) PROPERTY: Lot

More information

February, 2015 CERTIFICATE PURCHASE CONTRACT

February, 2015 CERTIFICATE PURCHASE CONTRACT $ REFUNDING CERTIFICATES OF PARTICIPATION, SERIES 2015B and SERIES 2015C Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by THE SCHOOL BOARD OF BREVARD

More information

Trade Assignment Agreement

Trade Assignment Agreement Trade Assignment Agreement October 2003 Version Dated as of Between: and As signified by execution of this Trade Assignment Agreement (this Agreement ) by and between the undersigned seller ( Seller ),

More information

AGREEMENT FOR SALE AND PURCHASE

AGREEMENT FOR SALE AND PURCHASE AGREEMENT FOR SALE AND PURCHASE Agreement for Sale and Purchase This Agreement for Sale and Purchase ( Agreement ) is entered into this day of,, 2013, by and between the CITY OF PORT ST. LUCIE, a Florida

More information

ASSIGNMENT OF LEASES AND RENTS

ASSIGNMENT OF LEASES AND RENTS ASSIGNMENT OF LEASES AND RENTS THIS ASSIGNMENT OF LEASES AND RENTS (as the same may be amended, modified or supplemented from time to time, the Assignment ), dated as of the day of, 2011, from Four-G,

More information

ESCROW DEPOSIT AND TRUST AGREEMENT

ESCROW DEPOSIT AND TRUST AGREEMENT 26085-06 JH:WJK:JAW 10/06/14 ESCROW DEPOSIT AND TRUST AGREEMENT by and between the SELMA UNIFIED SCHOOL DISTRICT and THE BANK OF NEW YORK MELLON TRUST COMPANY N.A., as Escrow Bank Dated, 2014 Relating

More information

Property Management Agreement Vacation Rentals

Property Management Agreement Vacation Rentals Property Management Agreement Vacation Rentals BETWEEN CENTURY 21 Boardwalk, Property Management Division (Agent) 113 Maple Street, Manistee, MI 49660 Phone: (231) 645-RENT {7368} Fax: (231) 723-6160 AND

More information

SHORT SALE AUCTION MARKETING AGREEMENT

SHORT SALE AUCTION MARKETING AGREEMENT SHORT SALE AUCTION MARKETING AGREEMENT This Short Sale Auction Marketing Agreement (this Agreement ), shall be effective as of the date that the Property is listed on the Website and shall expire thirty

More information

30 Thompson Street, New York, NY

30 Thompson Street, New York, NY 30 Thompson Street, New York, NY SoHo Boutique Development Site For Sale FOR SALE Asking Price: $13,450,000 Property Information Block / Lot 476 / 56 Lot Size (Approx.) 29 x 94 Lot Area (Approx.) 2,726

More information

ESCROW AGREEMENT. Dated, Relating to

ESCROW AGREEMENT. Dated, Relating to CITY OF ANAHEIM, CALIFORNIA and U.S. BANK NATIONAL ASSOCIATION, Escrow Agent ESCROW AGREEMENT Dated, 2014 Relating to Certificates of Participation (1993 Land Acquisition Refinancing Project) Evidencing

More information

WATER SERVICE AGREEMENT. Water One Assurance Monitoring Service

WATER SERVICE AGREEMENT. Water One Assurance Monitoring Service WATER SERVICE AGREEMENT Water One Assurance Monitoring Service This agreement ("Agreement") is entered into and is effective as of between Evoqua Water Technologies LLC, (hereinafter "Seller") and (hereinafter

More information

SOLAR LAND PURCHASE AGREEMENT

SOLAR LAND PURCHASE AGREEMENT SOLAR LAND PURCHASE AGREEMENT THIS SOLAR LAND PURCHASE AGREEMENT (the Agreement ) is made and entered into as of this day of, 2013, by and between ( Seller ) and Geronimo Solar Energy, LLC, a Minnesota

More information

Terms and Conditions

Terms and Conditions Terms and Conditions Token Sale Deed (Token Purchase Agreement Reg S series). The Tokens sold in connection with this Token Sale are offered only outside of the United States to non-u.s. persons, pursuant

More information

PURCHASE AGREEMENT. 4. CONTINGENCIES. This Purchase Agreement is contingent upon the satisfaction of the following conditions:

PURCHASE AGREEMENT. 4. CONTINGENCIES. This Purchase Agreement is contingent upon the satisfaction of the following conditions: PURCHASE AGREEMENT 1. PARTIES. This purchase agreement (the Purchase Agreement ) is made this day of, 2017, by and between the County of Carver, Minnesota, a public body politic and corporate having the

More information

Master Repurchase Agreement

Master Repurchase Agreement Master Repurchase Agreement Dated as of Between: and Regions Bank 1. Applicability From time to time the parties hereto may enter into transactions in which one party ( Seller ) agrees to transfer to the

More information

SITE LEASE. Dated as of April 1, between the. ELK GROVE UNIFIED SCHOOL DISTRICT as lessor. and the

SITE LEASE. Dated as of April 1, between the. ELK GROVE UNIFIED SCHOOL DISTRICT as lessor. and the TO BE RECORDED AND WHEN RECORDED RETURN TO: Lozano Smith, LLP One Capitol Mall, Suite 640 Sacramento, California 95814 Attention: Daniel M. Maruccia Lozano Smith, LLP Draft #2 3/3/2016 THIS TRANSACTION

More information

Case: swd Doc #:265-1 Filed: 01/17/13 Page 1 of 18

Case: swd Doc #:265-1 Filed: 01/17/13 Page 1 of 18 Case:12-10410-swd Doc #:265-1 Filed: 01/17/13 Page 1 of 18 EXECUTION COPY ASSET PURCHASE AGREEMENT This Asset Purchase Agreement ("Agreement") is made and entered into as of this 16th day of January, 2013

More information

ROTOR CLIP PURCHASE ORDER GENERAL TERMS AND CONDITIONS

ROTOR CLIP PURCHASE ORDER GENERAL TERMS AND CONDITIONS ROTOR CLIP PURCHASE ORDER GENERAL TERMS AND CONDITIONS 1. ORDERS AND ACCEPTANCE: Any order placed or purchase order issued by Buyer (an Order ) for products and/or services described therein (collectively,

More information

EXCHANGE AGREEMENT. WHEREAS, Exchanger entered into an dated (the "Purchase Agreement") for the sale of the Relinquished Property to ; and

EXCHANGE AGREEMENT. WHEREAS, Exchanger entered into an dated (the Purchase Agreement) for the sale of the Relinquished Property to ; and EXCHANGE AGREEMENT THIS AGREEMENT is entered into by and between, hereinafter referred to as "Exchanger", and SURETY 1031 EXCHANGE, INC., hereinafter referred to as "Intermediary". WHEREAS, Exchanger owns

More information

Gopher Mats, LLC d/b/a Viking Helical Anchors

Gopher Mats, LLC d/b/a Viking Helical Anchors Gopher Mats, LLC d/b/a Viking Helical Anchors Order Confirmation - Terms and Conditions 1. Definitions. These General Terms and Conditions of Order Confirmation are referred to below as these Terms and

More information

VIP Realty NC, LLC 504 R East Cornwallis Dr. Greensboro, NC O: (336) F: (336) Property Management Agreement

VIP Realty NC, LLC 504 R East Cornwallis Dr. Greensboro, NC O: (336) F: (336) Property Management Agreement VIP Realty NC, LLC 504 R East Cornwallis Dr. Greensboro, NC 27405 O: (336)272 7688 F: (336)272 7687 Property Management Agreement THIS PROPERTY MANAGEMENT AGREEMENT, entered into this day of 20 by (Owner

More information

REAL PROPERTY LEASE AGREEMENT. (LOCATION: Division Street, Lancaster, California 93535)

REAL PROPERTY LEASE AGREEMENT. (LOCATION: Division Street, Lancaster, California 93535) REAL PROPERTY LEASE AGREEMENT (LOCATION: 45404 Division Street, Lancaster, California 93535) THIS LEASE AGREEMENT (this Lease ), is made and entered into this 1st day of July, 2014 (the Date of this Lease

More information

UTILITY EASEMENT AGREEMENT

UTILITY EASEMENT AGREEMENT THIS INSTRUMENT PREPARED BY AND RETURN TO: Roy K. Payne, Esq. Chief Assistant City Attorney 400 S. Orange Avenue Orlando, FL 32801 Roy.Payne@CityofOrlando.Net UTILITY EASEMENT AGREEMENT THIS UTILITY EASEMENT

More information

FUNDING AND ACQUISITION AGREEMENT. Relating to CITY OF RIVERSIDE COMMUNITY FACILITIES DISTRICT NO (ARROYO PARK) Between THE CITY OF RIVERSIDE

FUNDING AND ACQUISITION AGREEMENT. Relating to CITY OF RIVERSIDE COMMUNITY FACILITIES DISTRICT NO (ARROYO PARK) Between THE CITY OF RIVERSIDE FUNDING AND ACQUISITION AGREEMENT Relating to CITY OF RIVERSIDE COMMUNITY FACILITIES DISTRICT NO. 2015-2 (ARROYO PARK) Between THE CITY OF RIVERSIDE and FRA-RSI ARROYO PARK LLC, A Delaware limited liability

More information

Industries Department, Haryana Template regarding Commercial Contracts

Industries Department, Haryana Template regarding Commercial Contracts *Disclaimer This legal form and document is for reference only. Any document that you enter into, should be in consultation with an Advocate or a Solicitor. The Government will not be responsible for any

More information

NOTICE OF SEALED BID FOR SALE OF REAL PROPERTY

NOTICE OF SEALED BID FOR SALE OF REAL PROPERTY NOTICE OF SEALED BID FOR SALE OF REAL PROPERTY The City of Red Oak, Texas (the "City") is accepting sealed bids for the purchase of the following real property (the Property ) for the purpose of residential

More information

PURCHASE AND SALE AGREEMENT

PURCHASE AND SALE AGREEMENT PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this Agreement ) is made and entered into as of August 18, 2004 (the "Effective Date"), by and between the CITY OF CALABASAS, a public body,

More information

RECITALS. Page 1 of 9

RECITALS. Page 1 of 9 INTERLOCAL AGREEMENT BETWEEN THE COUNTY OF VOLUSIA AND THE CITY OF DEBARY FOR REIMBURSEMENT OF UTILITY CONSTRUCTION AND A UTILITY SERVICE AGREEMENT FOR POTABLE WATER THIS AGREEMENT is entered into by and

More information

PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS

PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this Agreement ) is entered into as of (the Effective Date ), by and between the

More information

STATE OF SOUTH CAROLINA ) ) AGREEMENT OF SALE ) AND PURCHASE COUNTY OF CHARLESTON ) (1031 EXCHANGE APPLICABLE)

STATE OF SOUTH CAROLINA ) ) AGREEMENT OF SALE ) AND PURCHASE COUNTY OF CHARLESTON ) (1031 EXCHANGE APPLICABLE) STATE OF SOUTH CAROLINA ) ) AGREEMENT OF SALE ) AND PURCHASE COUNTY OF CHARLESTON ) (1031 EXCHANGE APPLICABLE) THIS AGREEMENT OF SALE AND PURCHASE (1031 EXCHANGE) (this Agreement ) is made as of the Effective

More information

Purchase Order General Terms and Conditions Revised 1/1/2018

Purchase Order General Terms and Conditions Revised 1/1/2018 Purchase Order General Terms and Conditions Revised 1/1/2018 1 Acceptance Agreement: Acceptance of this Purchase Order ("Order") is required on the attached acceptance copy, which must be signed and returned

More information

(Revised January 2016) Property Management Agreement

(Revised January 2016) Property Management Agreement 4545 East Colfax Denver, Colorado 80220 (303) 322-1550 fax (303) 322-1583 Peter Meer, MBA, MPM President, Broker email: peter@meerandco.com website: www.meerandco.com (Revised January 2016) Property Management

More information

TERMS AND CONDITIONS OF SALE

TERMS AND CONDITIONS OF SALE Page : 1/5 1. AGREEMENT. The terms and conditions as set forth herein as well as any additional terms and conditions that may appear on the Customer Order shall constitute the entire agreement between

More information

In re: CITY OF STOCKTON, CALIFORNIA, Debtor. Case No Chapter 9. Case Filed 07/03/13 Doc 985

In re: CITY OF STOCKTON, CALIFORNIA, Debtor. Case No Chapter 9. Case Filed 07/03/13 Doc 985 1 2 3 4 5 6 7 8 9 10 11 71 MARC A. LEVINSON (STATE BAR NO. 57613) malevinson@orrick.com NORMAN C. HILE (STATE BAR NO. 57299) nhile@orrick.com JOHN W. KILLEEN (STATE BAR NO. 258395) jkilleen@orrick.com

More information

GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS. THIS GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS is made

GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS. THIS GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS is made GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS THIS GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS is made this 29th day of March, 2017, by and between Uncle Milton Industries, Inc., a California corporation,

More information